Chapter 4 Forms ofOrganization(2)

This is transposed by the unlimited liability attached to a sole proprietary business. The owner carries the financial responsibility for all debtsand/or losses suffered by the business, to the extent of using personal or other assets, to discharge any outstanding liabilities.

The owner is exclusively liable for all business activities conducted by the sole proprietorship and accordingly, entitled to full control all earningsassociated with it. The general aspect according to general business law is that this type of business ownership does not embody a “legal entity”. Furthermore, any attempted and unreliable distinctions of the business do not change the classification under this title.

According to the Small Business Administration (SBA) a sole proprietor and their business are considered as one and the same; therefore, the business is not subjected to separate taxation and regarded as the direct income of the owner. Income, losses and expenses may be listed on a Schedule C Download, which is then transferred to the personal tax return of the owner. It is the responsibility of the owner to ensure all due income taxes and self-employment contributions are paid.

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2.3Partnership

2.3.1 introduction of partnership

A partnership is an arrangement where parties, known as partners, agree to cooperate to advance their mutual interests. The partners in a partnership may

beindividuals, businesses, interest-based organizations, schools,governments or combinations. Organizations may partner together to increase the likelihood of each achieving their mission and to amplify their reach. A partnership may result in issuing and holding equity or may be only governed by a contract. Partnership agreements can be formed in the following areas:

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Business: two or more companies join forces in a joint venture[1] or a consortium to

i) work on a project (e.g. industrial or research project) which would be too heavy or too risky for a single entity,

ii) join forces to have a stronger position on the market,

iii) comply with specific regulation (e.g. in some emerging countries, foreigners can only invest in the form of partnerships with local entrepreneurs[2]).

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In this case, the alliance may be structured in a process comparable to a Mergers & Acquisitions transaction.

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Politics (or geopolitics): In what is usually called an alliance, governments may partner to achieve their national interests, sometimes against allied governments holding contrary interests, as occurred during World War II and the Cold War.

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Knowledge: In education, accrediting agencies increasingly evaluate schools, or universities, by the level and quality of their partnerships with local or international peers and a variety of other entities across societal sectors.

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Individual: Some partnerships occur at personal levels, such as when two or more individuals agree to domicile together, while other partnerships are not only personal, but private, known only to the involved parties.

Partnerships present the involved parties with complex negotiation and special challenges that must be navigated unto agreement. Overarching goals, levels of give-and-take, areas of responsibility, lines of authority and succession, how success is evaluated and distributed, and often a variety of other factors must all be negotiated. Once agreement is reached, the partnership is typically enforceable by civil law, especially if well documented. Partners who wish to make their agreement affirmatively explicit and enforceable typically draw up Articles of Partnership. Trust and pragmatism are also essential as it cannot be expected that everything can be written in the initial partnership agreement,

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therefore quality governance[3] and clear communication are critical success factors in the long run. It is common for information about formally partnered entities to be made public, such as through a press release, a newspaper ad, or public records laws.

While industrial partnerships stand to amplify mutual interests and accelerate success, some are collaboration may be considered ethically problematic. When a politician, for example, partners with a corporation to advance the latter's interest in exchange for some benefit, a conflict of interestresults;

consequentially, the public good may suffer. While technically legal in some jurisdictions, such practice is broadly viewed negatively or ascorruption. Governmentally recognized partnerships may enjoy special benefits in tax policies. Among developed countries, for example, business partnerships are often favored over corporations in taxation policy, since dividend taxes only occur on profits before they are distributed to the partners. However, depending on the partnership structure and the jurisdiction in which it operates, owners of a partnership may be exposed to greater personal liabilitythan they would as shareholders of a corporation. In such countries, partnerships are often regulated via anti-trust laws, so as to inhibit monopolistic practices and foster free market competition. Enforcement of the laws, however, varies considerably. Domestic partnerships recognized by governments typically enjoy tax benefits, as well.

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2.3.2 features of a partnership

ease of formation (易于组建) limited life（有限的存续期） mutual agency (相互代理权) unlimited liability（无限责任）

co-ownership of partnership property and profits （共同分享合伙财产和利润） Nontaxable entity（非税主体）

A partnership is an arrangement where parties, known as partners, agree to cooperate to advance their mutual interests. The partners in a partnership may be

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